Company Convertible Notes. (a) Within the time periods required by the terms of the Convertible Notes Indenture, the Company shall take all actions required by, or all commercially reasonable actions requested by Parent pursuant to and in compliance with, the Convertible Notes Indenture to be performed by the Company as a result of the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby, including (i) the giving of any notices that may be required by the Convertible Notes Indenture or reasonably requested by Parent, and (ii) delivery to the trustee, the holders of Company Convertible Notes or other applicable Person, as applicable, of any instruments, certificates, opinions of the Company’s counsel or other documents required by the Convertible Notes Indenture or reasonably requested by Parent in connection with the execution, delivery or performance of this Agreement, the transactions contemplated hereby or as otherwise required by, or reasonably requested by Parent pursuant to or in compliance with, the Convertible Notes Indenture. The Company shall deliver a copy of any such notice, instrument, certificate, opinion or other document to Parent at least three (3) Business Days (or such shorter period of time as may be required to comply with the terms of the Convertible Notes Indenture) prior to delivering such notice or entering into such other document or instrument, and shall consider any reasonable comments thereto proposed by Parent in good faith. Without limiting the generality of the foregoing, the Company and the Surviving Corporation shall execute and deliver (or cause to be executed and delivered, as applicable), in accordance with the Convertible Notes Indenture, supplemental indentures and any other documents or instruments as may be requested by the trustee in connection with the execution of such supplemental indentures, in each case in form and substance reasonably acceptable to the trustee and the Company, pursuant to and with such terms as required under the Convertible Notes Indenture.
(b) Prior to the Effective Time and without the written consent of Parent, the Company shall not take any action that would result in an adjustment to the “Conversion Rate” (as defined in the Convertible Note Indentures) of the Company Convertible Notes, other than in connection with the entry into or the consummation of the transactions contemplated by this Agreement.
(c) Except as provided for in Section 5.16(a), prior t...
Company Convertible Notes. As of the close of business on the date of this Agreement, the “Conversion Rate” of the 2025 Convertible Notes, as defined in the 2025 Convertible Notes Indenture, is 78.4314 shares of Company Common Stock per $1,000 principal amount of 2025 Convertible Notes. As of the date of this Agreement, the aggregate outstanding principal amount of the 2025 Convertible Notes is $25,410,000. As of the close of business on the date of this Agreement, the “Conversion Rate” of the 2026 Convertible Notes, as defined in the 2026 Convertible Notes Indenture, is 20.3791 shares of Company Common Stock per $1,000 principal amount of 2026 Convertible Notes. As of the date of this Agreement, the aggregate outstanding principal amount of the 2026 Convertible Notes is $500,000,000.
Company Convertible Notes. Each Company Convertible Note then outstanding will, immediately after the Merger becomes effective, without any action on the part of the Company, Parent, Merger Sub or the holders thereof, be converted into shares of Parent Series A Preferred Stock in accordance with the Noteholder Conversion Agreement.
Company Convertible Notes. 3.1(b) Company Counsel........................................................................... 6.3(c) Company Disclosure Schedule............................................................... 3.1(a) Company Employee Benefit Plans............................................................ 3.1(l)(i) Company ERISA Affiliate................................................................... 3.1(l)(i) Company Intangible Property............................................................... 3.1(n) Company Litigation........................................................................ 3.1(j) Company Option............................................................................
Company Convertible Notes. Parent shall agree to be bound by the conversion provisions of the Company Convertible Notes (as hereinafter defined), such that the Company Convertible Notes shall be convertible into Parent Common Stock in accordance with the terms of the Company Convertible Notes.
Company Convertible Notes. Parent will, and will cause the Surviving Corporation to, execute and deliver on the Closing Date a supplement to the Indenture, dated as of September 30, 2003 (the “Convertible Notes Indenture”), between the Company and X.X. Xxxxxx Trust Company, National Association (as successor in interest to Bank One Trust Company, N.A.), as trustee in accordance with the terms and conditions of the Convertible Notes Indenture.
Company Convertible Notes. (i) At the Effective Time, by virtue of the Merger and without any action on the part of any Company Convertible Noteholder or any other person, each Company Convertible Note shall become due and payable and represent the right to receive, for each Company Convertible Note Conversion Share represented by such Company Convertible Note, the Per Share Merger Consideration.
(ii) At the Effective Time, all of the Company Convertible Notes shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each Company Convertible Noteholder shall thereafter cease to have any rights with respect to the Company Convertible Notes, except the right to receive the Per Share Merger Consideration in respect of the Company Convertible Note Conversion Shares represented by the Company Convertible Notes held by such Company Convertible Noteholder.
Company Convertible Notes. A Securityholder that is the beneficial owner of one or more Company Convertible Notes agrees (a) other than as provided in this Section 5.2, not to convert or elect to convert, all or in part, any amount outstanding at any time under any such Convertible Promissory Note into shares of Company Capital Stock; and (b) that, notwithstanding anything to the contrary in any such Company Convertible Note or any other Contract relating thereto, effective as of the time that is immediately prior to the Effective Time, (i) the then-current outstanding unpaid principal and accrued but unpaid interest under each such Company Convertible Note (together with any other unpaid fees due thereunder, the “Convertible Amount”), shall automatically convert into that number of shares of Company Common Stock as is set forth in the applicable Convertible Note Conversion Agreement contemplated by the Merger Agreement, (ii) each such Company Convertible Note shall be deemed to be paid in full and shall cease to be binding upon the Company and the Surviving Corporation, and none of the Company, the Surviving Corporation or any of their Affiliates shall have any further obligations with respect thereto; and (iii) each of Parent, Merger Sub, the Company and the Surviving Corporation are hereby authorized to file any UCC-3 financing statement terminating such Securityholder’s Liens in any assets or properties of the Company or the Surviving Corporation and authorizes each of Parent, Merger Sub, the Company and the Surviving Corporation, or its designees, to take any other action reasonably necessary to effect the foregoing. The Securityholder releases Parent, Merger Sub, the Company and the Surviving Corporation from any and all claims related to such Securityholder’s Company Convertible Notes upon their conversion as set forth in this Section 5.2.
Company Convertible Notes. Each Company Convertible Note that is outstanding and unexercised, and has not been exchanged for shares of Company Common Stock, as of immediately prior to the Effective Time shall, to the extent permitted by the terms of such Company Convertible Note, automatically, without any action on the part of the holder thereof and without the issuance of a new convertible note with respect thereto, be assumed by the Purchaser and converted into a convertible note (each such assumed Company Convertible Note, an “Assumed Convertible Note”) to purchase that number of shares of Purchaser Class A Common Stock reserved for issuance from the Merger Consideration equal to the product of (i) the number of shares of Company Stock subject to such Company Convertible Note as of immediately prior to the Effective Time multiplied by (ii) the Conversion Ratio. Each Assumed Convertible Note shall be subject to the same terms and conditions as were applicable under the respective Company Convertible Note immediately prior to the Effective Time, except that each Assumed Convertible Note shall have an conversion price per share equal to the quotient obtained by dividing (x) the per share conversion price of the Company Convertible Note by (y) the Conversion Ratio (which price per share shall be rounded up to the nearest whole cent). Upon exercise of any Assumed Convertible Note, no evidence of book-entry shares representing fractional shares of Purchaser Class A Common Stock shall be issuable thereunder; in lieu of the issuance of any such fractional share, the issuable shares of Purchaser Class A Common Stock shall be rounded up to the nearest whole share of Purchaser Class A Common Stock.
Company Convertible Notes. The parties to this Amendment hereby agree to amend the definition of “Company Convertible Notes” in the Subscription Agreement so that it includes the May Convertible Promissory Note (as defined below) and may also include any additional Convertible Promissory Notes that the Company may issue to the Investor prior to the Closing Date to fund ongoing working capital requirements of the Company and that the Investor may elect prior to the Closing Date, by notice to the Company, ARYA and ListCo, to subject to its Subscription Agreement (such additional Convertible Promissory Notes issued by the Company to the Investor, the “Additional Convertible Notes”). After giving effect to this Amendment, the definition of “Company Convertible Notes” in the Subscription Agreement shall include (a) the Convertible Promissory Notes, dated April 4, 2023, June 30, 2023, July 31, 2023, August 31, 2023, September 29, 2023, and October 26, 2023, each issued by the Company to the Investor, (b) the Convertible Promissory Notes, dated November 28, 2023, December 13, 2023, December 28, 2023 and January 29, 2024, (c) the Convertible Note, dated May 21, 2024, each issued by the Company to the Investor (the “May Convertible Promissory Note”), and (d) any Additional Convertible Notes, subject to the election of the Investor, as described in the foregoing.
